(c) Upon and subject to compliance by Lessor and any Transferee
 with the terms and conditions of Clause 14.2(a), Lessee shall
 execute and deliver in connection with such Transfer such
 documents and assurances (including a consent to the Transfer)
 and take such further action at Lessor's cost (unless an Event
 of Default has occurred and is continuing) as Lessor may
 reasonably request to establish or protect the rights and
 remedies created or intended to be created in favor of
 Transferee in connection with such Transfer.

 14.3 GRANTS OF SECURITY INTERESTS:

 Lessor or Owner shall be entitled at any time after the Delivery
 Date to grant a Security Interest in the Aircraft or its right,
 title and interest in this Agreement (each, an "Additional
 Mortgage") in favor of any Financing Party (each, an "Additional
 Mortgagee") provided the same shall not result in an increase of
 Lessee's obligations or liabilities hereunder on the date of such
 transaction nor restrict Lessee's rights in respect of this
 Agreement or the Aircraft. In the case of any such grant by Lessor
 or Owner of an Additional Mortgage to an Additional Mortgagee in all
 or any portion of Lessor's or Owner's rights, title and interest in
 and to the Aircraft and this Agreement, subject to this Clause 14.3
 and to Lessee receiving a letter of quiet enjoyment substantially
 similar to Part 4 of Schedule 5 (and including the additional
 paragraphs set forth in Part 5 of Schedule 5 if the Additional
 Mortgage includes an Assignment (or such substantially similar
 wording as Lessor and Lessee may agree)) from such Additional
 Mortgage and notice of assignment in a form reasonably acceptable to
 Lessee, Lessee shall

 106